355.641. Merger with foreign corporation.
Merger with foreign corporation.
355.641. 1. Except as provided in section 355.621, one ormore foreign business or nonprofit corporations may merge withone or more domestic nonprofit corporations if:
(1) The merger is permitted by the law of the state orcountry under whose law each foreign corporation is incorporatedand each foreign corporation complies with that law in effectingthe merger;
(2) The foreign corporation complies with section 355.631 ifit is the surviving corporation of the merger; and
(3) Each domestic nonprofit corporation complies with theapplicable provisions of sections 355.616 to 355.626 and, if itis the surviving corporation of the merger, with section 355.631.
2. Upon the merger taking effect, the surviving foreignbusiness or nonprofit corporation is deemed to have irrevocablyappointed the secretary of state as its agent for service ofprocess in any proceeding brought against it unless the foreignbusiness or nonprofit corporation has qualified to do business inMissouri so that it will have already designated a registeredagent.
(L. 1994 H.B. 1095)Effective 7-1-95